1
EXHIBIT 10.26
IBM SOFTWARE VENDOR MARKETING PROGRAMS
--------------------------------------------------------------------------------
Software Vendor Marketing Programs Agreement
SOFTWARE VENDOR MARKETING PROGRAMS AGREEMENT
Agreement Number: SVMP-CA-639
Date of Agreement: March 17, 1998
This is an Agreement between IBM Corporation ("IBM") and You:
Your Name and Address:
Document Sciences, Corp.
Business Development
Suite 200
0000 Xxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000-0000
You and IBM hereby agree as follows:
1.0 PURPOSE
This Agreement sets forth the terms and conditions under which IBM, for a fee,
will assist You in the marketing of Your Product(s).
2.0 DEFINITIONS
When used in this Agreement, the capitalized terms listed below will have the
following meanings:
2.1 FEDERAL PROSPECT means a Prospect that is a) an agency or other unit of the
Federal government, b) that You know or should know is a prospective federal
prime or subcontractor, or c) a Prospect which You otherwise know or have reason
to believe will acquire Product(s) for use in connection with a federal
acquisition or project.
2.2 HARMFUL CODE means any computer CODE or programming instructions that are
constructed with the ability to damage, interfere with or otherwise adversely
affect computer programs, data files or hardware without the consent or intent
of the computer user. This definition includes, but is not limited to,
self-replicating and self-propagating programming instructions commonly called
"viruses" and "worms."
2.3 MARKETING ACTIVITIES means: the activities undertaken by the Marketing
Force in marketing the Product(s) to Prospects where at a minimum the Marketing
Force:
2.3.1 establishes contact with the Prospect;
2.3.2 provides information regarding the Product(s) to the Prospect; and
2.3.3 maintains contact with the Prospect throughout the sales cycle.
2.4 Marketing Force means:
2.4.1 IBM; and
2.4.2 any IBM Business Partners and IBM Subsidiaries that IBM utilizes in
marketing the Product(s).
2.5 MARKETING PACKAGE means materials provided by You to the Marketing Force.
The Marketing Package shall include the following:
2.5.1 Software Vendor Marketing Programs Notice means an IBM supplied
description of IBM's responsibilities to Prospects with respect to the
Product(s).
2.5.2 Marketing Materials means Product brochures, technical specification
sheets, demonstration presentations, Product descriptions utilized in electronic
online services, and other marketing sales literature provided by You to IBM, or
prepared by IBM and approved by You, for use by IBM in marketing Your Products
to Prospects. IBM's use of the marketing materials and demonstration materials
may include transmission of them on electronic, online services.
2.5.3 Order Form means an IBM supplied form on which orders for the
Product(s) are recorded by the Marketing Force. It is used in internal IBM
processes which may include sending it to You as part of the order confirmation
process.
2.5.4 Price Schedule means a written statement supplied by You of Your
retail prices for the Product(s), including discounts offered, if any.
2.5.5 User Agreement means the agreement supplied and used by You to sell,
lease and/or license the Product(s) to Prospects.
2.6 PRODUCT(S) means Your software and documentation and any related materials,
that are listed and described in the Attachment A "Product(s) List."
2.7 PROSPECT means a potential or actual customer of the Product(s) that is
subject to Marketing Activities.
3.0 APPOINTMENT
Subject to the terms and conditions hereof, You hereby designate and appoint the
Marketing Force as a nonexclusive representative for the marketing of the
Product(s) in the United States and Puerto Rico.
2
IBM SOFTWARE VENDOR MARKETING PROGRAMS
--------------------------------------------------------------------------------
Software Vendor Marketing Programs Agreement
4.0 YOUR RESPONSIBILITIES
4.1 PRICING Notwithstanding anything contained herein, You shall retain full
and absolute freedom and flexibility in pricing Your Product(s), and in
establishing the terms and conditions under which they may be offered to
Prospects.
4.2 MARKETING PACKAGE
4.2.1 You shall provide to IBM a copy of the items in the Marketing Package
provided by You prior to sending the initial Marketing Package to the Marketing
Force. You shall give IBM forty-five (45) days prior written notice should You
elect to change any materials supplied by You in the Marketing Package and shall
provide IBM with a complete copy of the revised Marketing Package at least
thirty days prior to the effective date of the changes. IBM shall have the right
to review all changes to the Marketing Package and to request reasonable
modifications.
4.2.2 You shall at all times during the term of this Agreement ensure that
the Marketing Package completely and accurately represents the Product(s) and
shall provide reasonable quantities of the most current Marketing Package to the
Marketing Force upon request.
4.3 MARKETING SUPPORT You shall cooperate with the Marketing Force in the
marketing of the Product(s). Such cooperation shall include the reasonable
provision of technical support services and training to the Marketing Force
(including, but not limited to, telephone support), and reasonable participation
and assistance with the Marketing Force in sales calls to Prospects, trade shows
and conferences. In addition, You shall, in a manner reasonably consistent with
industry practice, promote the Product(s) through national and local
advertising.
4.4 PROSPECT QUALIFICATION You shall promptly review the qualifications of each
Prospect that has signed an User Agreement. If You determine that You are
unwilling to accept an User Agreement, You shall so notify IBM in writing prior
to notifying the Prospect. Your notice to IBM shall identify the reason for such
rejection.
4.5 PRODUCT(S) In order to ensure that the Product(s) marketed by the Marketing
Forces under this Agreement are the most current release or version offered by
You to Your customers, You shall make available for marketing by the Marketing
Force under this Agreement all maintenance modifications, engineering changes,
upgrades, enhancements, or new versions (including any future adaptations of the
Product(s) to current or future IBM operating systems, systems, and platforms)
of the Product(s) that You offer to Your customers.
4.6 YOUR MISCELLANEOUS RESPONSIBILITIES
4.6.1 You shall perform all of Your obligations under accepted User
Agreements.
4.6.2 You shall ship or deliver the Product(s) no later than the requested
shipment date contained in the order confirmation notice, as described in
Section 4.9 of this Agreement, or within 7 days of receipt said notice, unless a
different date is specified on an User Agreement. If such shipment date is not
reasonably possible, You shall promptly notify the Prospect and IBM of Your
projected shipment date and shall ship, deliver or provide the Product(s) at the
earliest possible date.
4.6.3 You shall invoice and use reasonable efforts to collect all amounts
payable under each User Agreement accepted by You.
4.6.4 You shall pay to IBM the compensation set forth in Section 6.0,
"PAYMENT," and shall provide IBM with documentation and maintain records as
provided therein.
4.6.5 You shall timely notify IBM when a Prospect's signature on an User
Agreement is independently obtained by You and payment is due IBM under Section
6.0, "PAYMENT."
4.6.6 Throughout the term of this Agreement, You shall amend in writing the
information provided to IBM on the business and product overview forms (provided
to You by IBM and incorporated herein by reference) to ensure that such
information remains accurate and complete.
4.6.7 You shall 1) promptly disclose to all Federal Prospects the existence
of this Agreement, including the existence of the contingent fee payment
arrangement in effect with IBM that would apply to the Federal Prospect's
acquisition of the Product(s), 2) promptly, completely, and accurately execute
any certifications, representations, and disclosure documents that may be
required by any Federal Prospect to comply with federal regulations requiring
certification and disclosure of contingent fee arrangements applicable to the
acquisition of the Product(s).
4.6.8 In order for IBM to market Your Product(s) via an online service, You
must presently have or must obtain a userid (at Your expense). IBM may direct
inquires regarding Your Product(s) specifications, pricing, User Agreement terms
and conditions and other such inquires to You. You will respond to such inquires
from Prospects with best efforts within two (2) business days of receipt.
4.6.9 You will approve in a timely manner all Marketing Materials and
demonstration materials provided by IBM for IBM's use in marketing Your Products
to Prospects. You shall provide written approval to IBM for all information
included in such Marketing Materials, including but not limited to, content,
descriptions, pricing, technical information and usage of trademarks, trade
names and copyrighted materials.
-2-
3
IBM SOFTWARE VENDOR MARKETING PROGRAMS
--------------------------------------------------------------------------------
Software Vendor Marketing Programs Agreement
4.7 DEMONSTRATION LICENSE You hereby grant IBM a worldwide, royalty-free,
non-exclusive license to use, execute, perform, display, copy and distribute in
tangible or electronic form all, or any portion of the Product(s) and any
copyrighted material, including but not limited to graphics, pictures, drawings,
screen layouts, text, icons, and any other related items owned by You for use by
IBM in marketing Your Product(s) to Prospects and to authorize others to do any
of the foregoing. Upon request by IBM, You shall deliver to IBM one complete
copy of the Product(s) within 15 days of said request.
4.8 PROSPECT REGISTRATION The Marketing Force may provide You with Prospect
registration(s) identifying, at a minimum, the Prospect's name and location. You
shall, upon receipt of the registration, promptly review and reply to IBM in ten
(10) business days or less from date of receipt whether You will accept or
reject Prospect. If You accept the Prospect registration, You will send to the
initiator of the registration a completed Marketing Package. If You reject said
Prospect registration, You will provide in writing to IBM the reason(s) for
rejection.
4.9 ORDER CONFIRMATION IBM may provide You with order confirmation notices
identifying Product(s) licensed by Prospects. You shall confirm in writing
within ten (10) working days from date of receipt, the Product(s) licensed by a
Prospect, the dollar value of the related User Agreement(s) and the estimated
date You will pay to IBM the associated fees as described in Section 6.1 of this
Agreement.
5.0 IBM'S RESPONSIBILITIES
5.1 MARKETING SUPPORT ACTIVITIES IBM will, at its sole cost, undertake the
following market support activities for the Product(s):
5.1.1 provide to You the IBM Business Partner Program emblem as described in
Section 11.3 "Advertising and Trademark Usage" of this Agreement; and
5.1.2 issue an announcement letter to its Marketing Force and customers that
describes the Product(s), to include pricing, and announces that the Marketing
Force may solicit and obtain orders for the Product(s) on Your behalf. This
announcement letter may also be posted on the Internet; and
5.1.3 make available to You a registration process whereby You may accept or
reject a Prospect; and
5.1.4 include Your Product(s) (identified as Software Vendor Marketing
Programs offerings) in IBM National Solution Center database.
5.2 IBM may solicit and obtain orders from Prospects on the Order Form, obtain
the Prospect's signature on an User Agreement, and forward or facilitate the
forwarding of the same to You.
5.3 IBM may participate in joint sales calls with You.
5.4 IBM will, in its Marketing Activities, rely on the information supplied by
You and contained in the Marketing Package, training, and instruction received
from You, and information otherwise provided by You regarding the Product(s).
5.5 IBM may, in a manner and amount that it deems appropriate, compensate the
Marketing Force based upon fees received by IBM from You under this Agreement.
5.6 Notwithstanding anything contained herein, IBM shall have full freedom and
flexibility in its marketing effort for the Product(s), including whether to
market or discontinue marketing. IBM makes no guarantee or commitment that the
Product(s) will be marketed nor does IBM guarantee the financial or other
success of any marketing effort engaged in.
6.0 PAYMENT
6.1 FEE In consideration for the Marketing Activities (as defined in Section
2.3) and Market Support Activities (as described in Section 5.1), You shall owe
IBM a fee equal to the applicable percentage (as listed in the Attachment A -
"Product(s) List") of the total revenue received by You for Product(s) under:
6.1.1 User Agreements with Prospects obtained as a result of Marketing
Activities with or without an order confirmation notice as described in Section
4.9 and/or with or without a Prospect registration as described in Section 4.8
of this Agreement; and
6.1.2 User Agreements with Prospects rejected by You under Section 4.4,
"Prospect Qualification," provided You subsequently accept an User Agreement(s)
for the Product(s) from such Prospects during the term of this Agreement and for
six (6) months after IBM's withdrawal of the Products from marketing by the
Marketing Force unless the reason for the rejection was that You were engaged in
marketing activities with the Prospects prior to the Marketing Force's
engagement with the Prospects; and
6.1.3 Additional User Agreements for Product(s) issued to Prospects by You
during the term of this Agreement and six (6) months after IBM's withdrawal of
the Products from marketing by the Marketing Forces which are a direct or
follow-on result of Marketing Activities; and
6.1.4 User Agreements with Prospects obtained as a result of Marketing
Activities initiated before the IBM's withdrawal of the Product(s) from
marketing by the Marketing Force and three (3) months following said withdrawal.
-3-
4
IBM SOFTWARE VENDOR MARKETING PROGRAMS
--------------------------------------------------------------------------------
Software Vendor Marketing Programs Agreement
6.2 PAYMENT OBLIGATION Your payment to IBM shall accrue when the Prospect's fee
for the Product(s) becomes payable to You.
6.3 REMITTANCE Payment shall be made to IBM within thirty (30) days after the
conclusion of each calendar month for the amounts received by You in such
calendar month. Payment shall be accompanied by an activity report summarizing
the basis for the payment to IBM. For months in which no payment is due IBM, You
will send an activity report so stating.
6.3.1 For Products, the report should include the names of each of the
Prospects, the identification, quantity, and unit price of each Product(s), the
order confirmation control number, the IBM feature and/or program number, the
total due You from Prospect, the total payments received from Prospect, total
due IBM, total fees paid to IBM to date under each User Agreement and the amount
of fee to IBM included in this payment.
6.3.2 Rejection or Refund In addition, in the event, a Prospect cancels
prior to making payment to You, or You grant a refund to a Prospect, the
activity report shall contain detailed information identifying the reasons for
and amounts of any resulting adjustment in payment due IBM.
6.4 AUDIT You shall maintain records in accordance with generally accepted
methods of accounting of all transactions which are the subject of this
Agreement for three years from the date revenue from the Product(s) accrues to
You. If IBM deems it necessary, IBM (or an accounting organization retained by
IBM) shall have access to such records, upon reasonable notice, for the purposes
of audit during normal business hours, for so long as such records are required
to be maintained.
6.5 FEE DISPUTE In the event IBM determines that additional payment is due, IBM
will issue an invoice for such additional amount with supporting documentation.
Except for disputed fees, You agree to pay such invoice within 30 days of
receipt. In the event a dispute arises over fees due to IBM, IBM and You agree
to work in good faith toward a mutually agreeable resolution of the dispute.
7.0 WARRANTY
You represent and warrant, as a present and ongoing affirmation of the facts,
that:
7.1 You have all intellectual property rights to the Product(s) that are
necessary to perform Your obligations under this Agreement and all agreements
entered into with Prospect(s); and
7.2 The Product(s) and all related materials (including Marketing Materials and
demonstration materials) do not infringe any intellectual property right
(including but not limited to patents, copyrights, trademarks and trade secrets)
of any third party; and
7.3 The Product(s) substantially conform to the statements and representations
made by You in the Marketing Package or otherwise provided by You to Prospects
and the Marketing Force; and
7.4 Your performance of Your obligations hereunder do not conflict with any
agreement between You, the Prospects or any third party; and
7.5 You, in entering into this Agreement, have not relied on any promises,
inducements, or representations by IBM except those expressly stated in this
Agreement; and
7.6 The Product(s) comply with all applicable governmental regulations, rules
and guidelines.
7.7 The Product(s) and all related materials do not contain any Harmful CODE.
7.8 The Products, when used in accordance with their associated documentation,
are capable of correctly processing, providing and/or receiving date data within
and between the twentieth and twenty-first centuries, provided that all products
(for example, hardware, software and firmware) used with the Products properly
exchange accurate date data with the Products.
8.0 INDEMNIFICATION
8.1 You hereby agree to defend, indemnify, and hold harmless IBM against any
and all claims, losses, and expenses, including reasonable attorney fees and
other costs of litigation, based on or arising out of any claim related to Your
Product(s) including but not limited to claims that:
8.1.1 the Product(s) infringe any third party's intellectual property
rights;
8.1.2 You negligently performed, or failed to perform, Your obligations
under an User Agreement or this Agreement;
8.1.3 You breached Your representations or warranties under any agreement
with Prospects or this Agreement.
8.2 The foregoing indemnities are conditioned on the following:
8.2.1 prompt written notice to You of the claim or proceeding subject to
indemnification; and
8.2.2 cooperation by IBM at Your expense in the defense and settlement of
any such claim; and
-4-
5
IBM SOFTWARE VENDOR MARKETING PROGRAMS
--------------------------------------------------------------------------------
Software Vendor Marketing Programs Agreement
8.2.3 IBM's obtaining Your prior consent to settlement, resolution, or any
cost of litigation of any such claim, which consent shall not unreasonably be
withheld.
8.3 IBM hereby agrees to defend, indemnify, and hold harmless You against any
and all claims, losses, and expenses, including reasonable attorney fees and
other costs of litigation, to the extent that such claims, losses, and expenses
arise out of the intentional misrepresentation of the Product(s) by IBM;
provided, however, that any such misrepresentation is not caused by Your acts or
omissions.
8.3.1 The foregoing indemnities are conditioned on the following:
8.3.1.1 Prompt written notice to IBM of any claims or proceedings subject to
indemnity: and
8.3.1.2 cooperation by You in the defense and settlement of such claim at the
expense of IBM: and
8.3.1.3 prior written approval by IBM of any settlement, which approval shall
not be unreasonably withheld.
9.0 TERM AND TERMINATION
9.1 This Agreement shall be effective for a period of two years and shall be
automatically renewed on a yearly basis thereafter unless terminated under this
Section.
9.2 Either party may elect to terminate this Agreement with or without cause by
written notification to the other party. Termination will be effective ninety
(90) days after such notice.
9.3 In the event of any termination or expiration of this Agreement in whole or
in part:
9.3.1 the provisions of Sections 2.0, "DEFINITIONS," 7.0, "WARRANTY," 8.0,
"INDEMNIFICATION," 10.0, "INFORMATION," and 11.0, "GENERAL" shall survive and
continue until they expire in accordance with their terms; and
9.3.2 any obligation under Section 6.0, "PAYMENT" shall survive and continue
until satisfied.
10.0 INFORMATION
10.1 Unless otherwise agreed to in writing by the authorized representative of
both parties, neither party shall provide the other party with information that
is confidential to itself or any third party. Accordingly, in the absence of
such a writing, no obligation of confidentiality of any kind is assumed by, or
shall be implied against, either party by virtue of its discussions and/or
correspondence with the other party or with respect to any information received
(in whatever form and whenever received) from the other party under this
Agreement or in activities related hereto notwithstanding any legend or
statement to the contrary. Any exchange of confidential information will be
covered under a separate agreement.
10.2 Notwithstanding the foregoing, You agree to use the methods and procedures
You use to protect Your own information that You do not wish to disclose, to
avoid disclosure of the provisions of the terms and conditions of this Agreement
and its amendments. You may not disclose the terms and conditions of this
Agreement and its amendments to any third party without the prior written
consent of IBM. Such consent shall not be unreasonably withheld. You may refer
to this Agreement solely by stating IBM has been granted the right to market and
take orders for the Product(s).
11.0 GENERAL
11.1 FREEDOM OF ACTION Nothing in this Agreement shall be construed as
prohibiting or restricting either party from independently developing,
acquiring, and marketing products, services, and other materials which are
competitive in any form with the Product(s) or products created or marketed by
each other.
11.2 EXPENSES Each party shall bear its own expenses.
11.3 ADVERTISING AND TRADEMARK USAGE
11.3.1 IBM hereby grants You the use of the IBM Business Partner Program
emblem ("Emblem") in Your advertising and promotional materials in the United
States and Puerto Rico for the Product(s) ("Advertising Materials"). You shall
not use the Emblem prior to IBM's initial announcement of the availability of
the Product(s) to the Marketing Force. Any use must comply with the instructions
set forth in guidelines issued by IBM from time to time entitled "IBM Business
Partner Program Emblem Usage Guidelines" ("Guidelines").
A copy of the Guidelines shall be provided to You and is incorporated herein by
reference. You may not use the IBM logotype other than as part of the Emblem.
Except for Your press releases and as otherwise specified in the Guidelines, You
do not need to provide to IBM for IBM's prior review and approval Your
Advertising Materials incorporating trademarks or trade names of IBM or that
which refers to You as a participant in the IBM Software Vendor Marketing
Program if such use complies with the Guidelines. You must provide to IBM for
IBM's prior review and approval Your press releases if such release makes any
reference to the IBM Software Vendor Marketing Program. You shall make no
reference to IBM, IBM equipment and IBM products that may be misleading. You
agree to change at Your expense, any Advertising Materials which IBM, in its
sole judgment, determines to be inaccurate, objectionable, misleading, or a
misuse of IBM trademarks or trade names. You, on written
-5-
6
IBM SOFTWARE VENDOR MARKETING PROGRAMS
--------------------------------------------------------------------------------
Software Vendor Marketing Programs Agreement
demand by IBM, shall immediately cease the use of any materials that IBM deems
to be in violation of this Section.
11.3.2 The authorization granted in this Section 11.3, "Advertising and
Trademark Usage" on page 5 shall terminate immediately upon the termination or
expiration of this Agreement. IBM reserves the right to modify or revoke the
authorization granted to You hereunder effective upon thirty (30) days written
notice. Revocation shall be effective immediately upon written notice in the
event of any violation by You of the Guidelines or breach of this Agreement.
Upon revocation of the rights granted in this Section 11.3, "Advertising and
Trademark Usage" on page 5, or upon termination or expiration of this Agreement,
You shall cease using the Emblem, and shall destroy any and all Advertising
Materials.
11.3.3 Except as expressly provided herein, this Agreement grants You no
right to use IBM's trademarks or trade names in connection with any product,
promotion, or publication without the prior written consent of IBM.
11.3.4 You hereby authorize IBM to use Your trademarks, trade names and
copyrighted materials for the Product(s) solely in performing Marketing
Activities.
11.4 ASSIGNMENT AND DELEGATION You shall not sell, transfer, assign, or
subcontract any right or obligation hereunder without the prior written consent
of IBM. Any act in derogation of the foregoing shall be null and void. In no
event may You use the services of an IBM dealer or an IBM remarketer for the
performance of any obligation hereunder.
11.5 LIMITATIONS Except for claims arising under the Sections entitled
"WARRANTY" and "INDEMNIFICATION", neither party shall be entitled to indirect,
incidental or consequential damages. IBM will be responsible only for the amount
of any actual direct damage arising from IBM's negligence or breach of this
Agreement, including fundamental breach, tort, or misrepresentation, up to the
greater of $25,000 or the fees paid to IBM regarding the Prospect.
11.6 NATURE OF THE RELATIONSHIP IBM is acting under this Agreement solely as
Your marketing representative. Nothing herein shall be deemed to create any
other relationship, including that of partnership. Neither You nor any employee
of Yours shall be considered an employee or agent of IBM for any purpose.
11.7 NOTICE Any notice required or permitted under this Agreement shall be sent
to:
In the case of IBM:
IBM Corporation
Vendor Marketing Programs
Department BAV (WG09A)
0000 Xxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
In the case of You:
Document Sciences, Corp.
Business Development
Suite 200
0000 Xxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000-0000
11.8 PAYMENT
11.8.1 Any payment to IBM under this Agreement shall be sent to:
IBM Corporation
Vendor Marketing Programs Control Desk
Department BAV (WG09A)
0000 Xxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
11.9 GOVERNING LAW The validity, construction, and performance of this Agreement
will be governed by the substantive law of the State of New York.
11.10 AMENDMENTS IN WRITING No amendment, modification or waiver of any
provision of this Agreement shall be effective unless it is set forth in a
writing which refers to the provisions so affected and is executed by an
authorized representative of both parties. No failure or delay by IBM in
exercising any right, power or remedy will operate as a waiver of any such
right, power, or remedy.
11.11 ENTIRE AGREEMENT The provisions of this Agreement constitute the
entire agreement between the parties and supersede all prior agreements, oral or
written, relating to the subject matter of this Agreement. Any payments due IBM
under this Agreement shall be separate from, and in addition to, any due IBM
under any other agreement between the parties.
-6-
7
IBM SOFTWARE VENDOR MARKETING PROGRAMS
--------------------------------------------------------------------------------
Software Vendor Marketing Programs Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective Authorized Representatives.
International Business Machines Corporation Document Sciences Corp. -
Business Development
By: /s/ X.X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------- ----------------------------------
X.X. Xxxxx Xxxxxx X. Xxxxxxx
----------------------------------- ----------------------------------
Print Name Print Name
GM, Solution Developer Marketing Vice President, Business Development
----------------------------------- ----------------------------------
Title Title
May 11, 1998 April 9, 1998
----------------------------------- ----------------------------------
Date Date
-7-
8
IBM SOFTWARE VENDOR MARKETING PROGRAMS
--------------------------------------------------------------------------------
Software Vendor Marketing Programs Agreement
ATTACHMENT A - PRODUCT(S) LIST
List in the table below or attach separately in table form the Products and
applicable percentage due IBM. A more detailed description of the Product(s) may
follow below the table or attached separately.
1.0 PRODUCTS AND APPLICABLE PERCENTAGE:
PRODUCT(S) PERCENTAGE
---------------------------------------- ------------------------------------------------
Autograph Family of Products (excluding 15% Fee - LEAD GENERATION AND MARKETING
maintenance and support) ASSISTANCE: IBM provides the lead and marketing
assistance to Document Sciences who is
responsible for marketing, order fulfillment,
invoicing, installation, training,
implementation, ongoing support, etc.
-1-
